Working with Software Contracts for Utilities

Working with Software Contracts for Utilities

December 2, 2021 | Online :: Central Time


“A comprehensive look at important features necessary for good contracting.” – New York Power Authority

“If you get thrown into a new job where contracts are common and you feel lost, take this course!” – Hubbell Power Systems

“Great and informative. EUCI offers online learning that assists my industries on multiple levels.” – SECO Energy

“A really helpful training for technical people working in utilities.” – NYSEG

This course will provide attendees with an in-depth review of how to work with software contracts when it comes to utility-specific initiatives. Starting off with basic utility contracting terms, concepts, and overall objectives, we will dive into the data issues to be aware of. This includes cybersecurity and security risk assessment, confidentiality (regulatory obligations, publicity, propriety information, trade secrets), intellectual property rights, anonymization rights, and more.

Once the attendees have grasped the concept of the structure of a contract and what issues to be conscious of, the agenda will transition into how to apply all of this to software contracts specifically. We’ll highlight the types of software contracts, the structure of a license agreement, software performance guarantees, termination, indemnification, limitation of liability, and related agreements. Finally, this program will examine the prerequisites, protocol, and policies for utility software contracts.

Learning Outcomes

  • Review the basics of utility contracting, including contract elements, structure, and objectives
  • Examine what data issues can be involved in software contracting, such as cybersecurity, confidentiality, and intellectual property rights
  • Grasp the elements of software contracting and how indemnification, termination, liability, performance guarantees, and more play a part
  • Define legal concepts when it pertains to software contracts
  • Explain the prerequisites for utility contracting


Thursday, December 2, 2021 : Central Time

8:45 – 9:00 a.m.
Log In and Welcome

12:30 – 1:15 p.m.
Lunch Break

9:00 a.m. – 4:30 p.m.
Course Timing


Basics of Utility Contracting

  • Essential Elements of a Valid Contract
  • Contract Structure
    • Working With Utility Form Agreements
    • Working With Vendor Paper
  • Objectives
    • Defined Relationships and Obligations
    • Contract Administration
    • Allocation of Risk
    • Avoidance of Dispute

Data Issues

  • Cybersecurity / Information Security Risk Assessment (Data Protection Addendum)
    • Information Security Incident
    • Audit Rights
    • Scope of Protection
    • Breach Response
  • Confidentiality
    • Regulatory Obligations: NERC/FERC/NRC
    • Personal Information
    • Customer Energy Usage Data (State and Federal Regulatory Requirements)
    • Proprietary Information / Trade Secrets
    • Publicity
  • Data Issues
    • Definition of Data
    • Data Use Rights and Ownership
    • Privacy and Data Security Issues
    • Anonymization Rights
    • Legal Rights in Personal Identifiable Information
      • CCPA/CRCA (California)
      • GDPR (Europe)
      • CPA (Colorado)
    • Intellectual Property Rights

    Software Contracts

    • Types of Software Contracts
      • Software-as-a-Service (“SaaS”)
      • On-Premise
      • Combination
      • Mobile Device Software
      • Structure of a License Agreement
        • License Grant, User Limits, Access Rights, Scope of Use
        • License Restrictions – What You Can’t Do
        • Other Key Terms
        • Software Performance Guarantees
          • Warranties
          • Acceptance
          • Remedies
          • SLA (Service Level Agreement)
        • Termination
          • Post Termination Rights for Critical Software
        • Indemnification/Limitation of Liability
        • Related Agreements
          • Development Agreements
          • Consulting Agreements

        Legal Concepts

        • Utility Regulation (State and Federal)
        • Termination for Convenience and Termination for Default
        • Order of Precedence
        • Contract Exhibits
        • Liability / Disputes/ Litigation
          • Breach and Events of Default
          • Indemnification
          • Limitation of Liability
          • Dispute Resolution

        Prerequisites for Utility Contracting – Utility Policies and Protocols

        • Vendor Pre-Qualification
        • Contractor Requirements
        • Invoicing
        • Insurance
        • Financial Security
        • Performance Guarantee
        • Audit
        • Taxes
        • Offshore Work and Data Transfer


        Daniel Rosenberg, Partner, Taft Law

        Dan Rosenberg is a registered patent attorney and practices primarily in the areas of intellectual property law, patent prosecution and infringement, trademark prosecution and infringement, intellectual property litigation, copyrights, and intellectual property licensing.

        Dan works with clients to draft and negotiate complex license agreements, particularly software and technology licenses; handle intellectual property matters in the context of mergers and acquisitions; and draft clearance opinions, freedom to operate, registerability, validity and enforceability opinions.

        Prior to private practice, he worked for Intel Corporation and Advanced Micro Devices for over 12 years in semiconductor process engineering and is well versed in the demands of high-volume manufacturing. At Intel, Dan worked for a decade in the company’s most advanced manufacturing clean room facilities. Prior to joining the firm, Dan practiced 10 years with another Midwest law firm, where he once served as chair of its intellectual property department.

        Matthew A. Sanders, Associate, Taft Law

        Matthew is an associate in the Energy Practice Group. He has a diverse energy law practice, representing Midwestern utility clients in a variety of commercial transactions including infrastructure development, EPC contracts, PPAs, large generator interconnection, equipment and materials, software agreements, construction services, professional services, and utility supply chain. He has worked on matters in all types of generation – renewable, fossil, and nuclear – and has supported the procurement, siting, and regulatory approvals for electric and gas transmission and distribution infrastructure.

        Matthew’s representation of utilities in commercial matters is informed by his work on numerous contested cases before public utilities commissions, and he understands how the need for cost recovery must inform utility decisions to achieve efficient outcomes.

        Prior to joining Taft, Matthew was an energy attorney in Boston, where he represented clients in proceedings before the Massachusetts Department of Public Utilities and Energy Facilities Siting Board.

        Online Delivery

        We will be using Microsoft Teams to facilitate your participation in the upcoming event. You do not need to have an existing Teams account in order to participate in the broadcast – the course will play in your browser and you will have the option of using a microphone to speak with the room and ask questions, or type any questions in via the chat window and our on-site representative will relay your question to the instructor.

        • IMPORTANT NOTE: After November 30 you will not be able to join a Teams meeting using Internet Explorer 11. Microsoft recommends downloading and installing the Teams app if possible. You may also use the Edge browser or Chrome.
        • You will receive a meeting invitation will include a link to join the meeting.
        • Separate meeting invitations will be sent for the morning and afternoon sessions of the course.
          • You will need to join the appropriate meeting at the appropriate time.
        • If you are using a microphone, please ensure that it is muted until such time as you need to ask a question.
        • The remote meeting connection will be open approximately 30 minutes before the start of the course. We encourage you to connect as early as possible in case you experience any unforeseen problems.


        Please Note: This event is being conducted entirely online. All attendees will connect and attend from their computer, one connection per purchase. For details please see our FAQ

        If you are unable to attend at the scheduled date and time, we make recordings available to all registrants for three business days after the event

        Event Standard RateAttendees
        Single Connection - Working with Software Contracts for Utilities US $ 795.00
        Pack of 5 connectionsUS $ 3,180.00
        Pack of 10 ConnectionsUS $ 5,565.00
        Pack of 20 ConnectionsUS $ 9,540.00
        Call us at 303.770.8800 if you have any specific questions on the volume discounts
        * all other discounts do not apply to license packs

        By registering I indicate I agree with EUCI's privacy policy and understand I may receive emailed reports, articles, event invitations and other information related to products and services from EUCI and any of our business partners. I understand I may unsubscribe at any time by clicking the link included in emails.

        Cancellation Policy

        Your registration may be transferred to a member of your organization up to 24 hours in advance of the event. Cancellations must be received on or before October 29, 2021 in order to be refunded and will be subject to a US $195.00 processing fee per registrant. No refunds will be made after this date. Cancellations received after this date will create a credit of the tuition (less processing fee) good toward any other EUCI event. This credit will be good for six months from the cancellation date. In the event of non-attendance, all registration fees will be forfeited. In case of conference cancellation, EUCIs liability is limited to refund of the event registration fee only. For more information regarding administrative policies, such as complaints and refunds, please contact our offices at 303-770-8800

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        EUCI has been accredited as an Authorized Provider by the International Association for Continuing Education and Training (IACET).  In obtaining this accreditation, EUCI has demonstrated that it  complies with the ANSI/IACET Standard which is recognized internationally as a standard of good practice. As a result of their Authorized Provider status, EUCI is authorized to offer IACET CEUs for its programs that qualify under the ANSI/IACET Standard.

        EUCI is authorized by IACET to offer CEUs for this event.

        Requirements for Successful Completion of Program

        Participants must log in each day and be in attendance for the entirety of the course to be eligible for continuing education credit.

        Instructional Methods

        PowerPoint presentations, group discussions, as well as active participation will be utilized.

        Who Should Attend

        • Utility and contractor/vendor professionals (both contracting and business unit personnel) who work with all forms of utility contracting, project development, project management, RFP development, corporate initiatives, and vendor negotiations
        • Programming experts working with implementation phases
        • Personnel in the supply chain, goods and services, and procurement spaces
        • Utility professionals who manage vendor policies and protocols or coordinate interaction among various utility departments
        • Those working with data privacy or who are on the regulatory side